Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 23, 2018
image0a05.jpg
EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-30235
04-3257395
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

210 East Grand Ave.
South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)

(650) 837-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.07. Submission of Matters to a Vote of Security Holders.
Exelixis, Inc. ("Exelixis") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting") on May 23, 2018, at its offices located at 210 East Grand Avenue, South San Francisco, CA 94080. At the Annual Meeting, Exelixis stockholders were asked to vote upon:
1.
The election of each of three Class I directors for a three-year term until the 2021 annual meeting of stockholders. The nominees for election to these positions were Charles Cohen, Ph.D., George Poste, DVM, Ph.D., FRS and Jack L. Wyszomierski;
2.
The ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis' independent registered public accounting firm for the fiscal year ending December 28, 2018; and
3.
The approval, on an advisory basis, of the compensation of Exelixis’ named executive officers, as disclosed in Exelixis’ definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 12, 2018 (the "Proxy Statement").
The voting results of the matters presented at the Annual Meeting are as follows:
1.
The election of each of Charles Cohen, Ph.D., George Poste, DVM, Ph.D., FRS and Jack L. Wyszomierski as directors of Exelixis until the 2021 annual meeting of stockholders, and until his successor is elected and qualified, or until his earlier death, resignation or removal, was approved as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Charles Cohen, Ph.D.
195,675,036

 
10,128,865

 
274,990

 
60,113,905

George Poste, DVM, Ph.D., FRS
196,217,735

 
9,582,786

 
278,370

 
60,113,905

Jack L. Wyszomierski
195,579,418

 
10,197,061

 
302,412

 
60,113,905

Exelixis’ Class II directors, Carl B. Feldbaum, Esq., Maria C. Freire, Ph.D, Alan M. Garber, M.D., Ph.D., Vincent T. Marchesi, M.D., Ph.D. and Julie Anne Smith, will each continue to serve on the Board of Directors until the 2019 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Exelixis’ Class III directors, Michael M. Morrissey, Ph.D., Stelios Papadopoulos, Ph.D., George A. Scangos, Ph.D. and Lance Willsey, M.D. will each continue to serve on the Board of Directors until the 2020 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.
2.
The ratification of Ernst & Young LLP as the Exelixis independent registered public accounting firm for the fiscal year ending December 28, 2018, was approved as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
261,388,865

 
2,845,006

 
1,958,925

 
0
3.
The compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement, received advisory approval as follows:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
157,477,795

 
42,276,914

 
6,324,182

 
60,113,905





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
EXELIXIS, INC.
 
 
 
 
 
 
 
May 24, 2018
 
/s/ JEFFREY J. HESSEKIEL
 
 
Date
 
Jeffrey J. Hessekiel
 
 
 
 
Executive Vice President and General Counsel